Exhibit 10.1

                           RUBICON MEDICAL CORPORATION
                                 2001 STOCK PLAN



         1. Purposes of the Plan. The purposes of this Stock Plan are to attract
and  retain  the  best   available   personnel  for  positions  of   substantial
responsibility,  to provide additional incentive to Employees and Consultants of
the Company  and its  Subsidiaries  and to promote the success of the  Company's
business.  Options  granted  under the Plan may be  Incentive  Stock  Options or
Nonstatutory  Stock Options,  as determined by the  Administrator at the time of
grant of an Option and subject to the  applicable  provisions  of Section 422 of
the Code and the regulations promulgated  thereunder.  Stock Purchase Rights may
also be granted under the Plan.

         2. Definitions. As used herein, the following definitions shall apply:

              (a)  "Administrator"  means  the  Board  or any of its  Committees
appointed pursuant to Section 4 of the Plan.

              (b) "APB 25" means Opinion 25 of the Accounting  Principles Board,
as amended, and any successor thereof.

              (c) "Applicable Laws" means the legal requirements relating to the
administration  of stock  option plans under U.S.  state  corporate  laws,  U.S.
federal  and state  securities  laws,  the Code and the  applicable  laws of any
foreign country or  jurisdiction  where Options or Stock Purchase Rights are, or
will be, granted under the Plan.

              (d) "Board" means the Board of Directors of the Company.

              (e)  "Cause"  means  "cause"  under   applicable   state  law,  as
interpreted  by the  Administrator,  and may include,  if so  determined  by the
Administrator,  breaches of the Company's policies as set forth in the Company's
employee handbook, as amended from time to time.

              (f) "Code" means the Internal Revenue Code of 1986, as amended.

              (g)  "Committee"  means a  Committee  appointed  by the  Board  in
accordance with Section 4 of the Plan.

              (h) "Common Stock" means the Common Stock of the Company.

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              (i)  "Company"  means  Rubicon  Medical  Corporation,  a  Delaware
corporation.

              (j)  "Consultant"  means (i) any natural  person who is engaged by
the  Company or any  Parent or  Subsidiary  to render  bona fide  consulting  or
advisory  services,  which services (x) are not in connection with the offer and
sale of securities in a capital  raising  transaction and (y) do not directly or
indirectly  promote or maintain a market for the  Company's  securities,  and is
compensated  for such services,  and (ii) any Director  whether  compensated for
such services or not. If the Company  registers any class of any equity security
pursuant to the Exchange Act, the term Consultant  shall  thereafter not include
Directors  who are  not  compensated  for  their  services  or are  paid  only a
Director's fee by the Company.

              (k)  "Continuous  Status as an Employee or Consultant"  means that
the  employment  or  consulting  relationship  with the  Company,  any Parent or
Subsidiary is not interrupted or terminated. Continuous Status as an Employee or
Consultant  shall not be considered  interrupted in the case of (i) any leave of
absence  approved  by the Company or (ii)  transfers  between  locations  of the
Company or between the Company, its Parent, any Subsidiary,  or any successor. A
leave of absence  approved by the Company  shall  include  sick leave,  military
leave, or any other personal leave approved by an authorized  representative  of
the Company.  For purposes of Incentive Stock Options,  no such leave may exceed
90 days,  unless  reemployment  upon  expiration  of such leave is guaranteed by
statute or contract, including Company policies. If reemployment upon expiration
of a leave of absence approved by the Company is not so guaranteed,  on the 91st
day of such leave any Incentive Stock Option held by the Optionee shall cease to
be treated as an Incentive Stock Option and shall be treated for tax purposes as
a Nonstatutory Stock Option.

              (l)  "Director"  means a member of the Board of  Directors  of the
Company.

              (m) "Employee" means any person, including Officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company.  The payment
of a  Director's  fee by the  Company  shall  not be  sufficient  to  constitute
"employment" by the Company.

              (n) "Exchange Act" means the  Securities  Exchange Act of 1934, as
amended.

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              (o) "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

                   (i) If the Common  Stock is listed on any  established  stock
exchange or a national market system,  including  without  limitation the NASDAQ
National Market or The NASDAQ  SmallCap  Market of The NASDAQ Stock Market,  its
Fair  Market  Value  shall be the  closing  sales  price for such  stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the last market trading day prior to the time of  determination,  as reported in
The  Wall  Street  Journal  or such  other  source  as the  Administrator  deems
reliable;

                   (ii) If the Common Stock is regularly  quoted by a recognized
securities  dealer but selling  prices are not  reported,  its Fair Market Value
shall be the mean between the high bid and low asked prices for the Common Stock
on the last market trading day prior to the day of determination; or

                   (iii) In the absence of an established  market for the Common
Stock,  the Fair Market Value  thereof  shall be determined in good faith by the
Administrator.

              (p) "FASB" means the Financial Accounting Standards Board.

              (q) "Incentive  Stock Option" means an Option  intended to qualify
as an incentive stock option within the meaning of Section 422 of the Code.

              (r)  "Matured  Shares"  means  Shares  that had  been  held by the
Optionee for a meaningful period of time such as six months or such other period
of time that is consistent with FASB's interpretation of APB 25.

              (s)  "Nonstatutory  Stock  Option" means an Option not intended to
qualify as an Incentive Stock Option.

              (t)  "Officer"  means a person who is an  officer  of the  Company
within  the  meaning  of  Section  16 of the  Exchange  Act  and the  rules  and
regulations promulgated thereunder.

              (u) "Option" means a stock option granted pursuant to the Plan.

              (v)  "Optioned  Stock" means the Common Stock subject to an Option
or a Stock Purchase Right.


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              (w)  "Optionee"  means an Employee or  Consultant  who receives an
Option or Stock Purchase Right.

              (x)  "Parent"  means  a  "parent   corporation,"  whether  now  or
hereafter existing, as defined in Section 424(e) of the Code.

              (y) "Plan" means this 2001 Stock Plan.

              (z) "Qualified  Note" means a recourse note,  with a fixed rate of
interest equal to or greater than the market rate at the time of exercise,  that
may, at the discretion of the Administrator, be secured by the Optioned Stock or
otherwise.

              (aa)  "Restricted  Stock" means  shares of Common  Stock  acquired
pursuant to a grant of a Stock Purchase Right under Section 11 below.

              (bb) "Rule 16b-3" means Rule 16b-3  promulgated under the Exchange
Act or any successor to Rule 16b-3.

              (cc) "Section 16(b)" means Section 16(b) of the Exchange Act.

              (dd)  "Section  280G  Approval"  means  the  shareholder  approval
obtained in  compliance  with the  requirements  of Code ss.  280G(b)(5)(B),  as
amended,  and any successor thereof, and the regulations or proposed regulations
promulgated  thereunder,   as  determined  by  the  Administrator  in  its  sole
discretion.

              (ee)  "Share"  means a share of the Common  Stock,  as adjusted in
accordance with Section 12 below.

              (ff) "Stock Purchase Right" means a right to purchase Common Stock
pursuant to Section 11 below.

              (gg) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

         3. Stock Subject to the Plan.  Subject to the  provisions of Section 12
of the Plan,  the  maximum  aggregate  number of Shares  which may be subject to
Options and sold under the Plan is  6,000,000  Shares.  No person may be granted
(in any calendar year) Options to purchase more than 6,000,000  Shares  (subject
to adjustment pursuant to Section 12 below). The foregoing sentence is an annual
limitation on grants and not a cumulative limitation. Any Option repriced during

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a year shall count against this annual limitation.  The Shares may be authorized
but unissued, or reacquired Common Stock.

         If an Option or Stock Purchase  Right expires or becomes  unexercisable
without having been  exercised in full, or is surrendered  pursuant to an option
exchange program, the unpurchased Shares which were subject thereto shall become
available  for  future  grant  or sale  under  the  Plan  (unless  the  Plan has
terminated). However, Shares that have actually been issued under the Plan, upon
exercise of either an Option or Stock Purchase  Right,  shall not be returned to
the Plan and shall not become available for future  distribution under the Plan,
except  that if Shares of  Restricted  Stock are  repurchased  by the Company at
their original  purchase  price,  such Shares shall become  available for future
grant under the Plan.  Notwithstanding  the  foregoing,  the  maximum  number of
Shares that may be issued  pursuant to Incentive  Stock  Options under this Plan
may not exceed 6,000,000 Shares.

         4. Administration of the Plan.

              (a) Initial Plan Procedure.  Prior to the date, if any, upon which
the Company  becomes subject to the Exchange Act, the Plan shall be administered
by the Board or a Committee appointed by the Board.

              (b) Plan Procedure  After the Date, if any, upon Which the Company
becomes Subject to the Exchange Act.

                     (i)  Multiple   Administrative  Bodies.  The  Plan  may  be
administered by different Committees with respect to different groups of service
providers.

                     (ii)  Section  162(m) To the extent that the  Administrator
determines  that  it  is  desirable  to  qualify  awards  as  "performance-based
compensation"  within the meaning of Section  162(m) of the Code, the Plan shall
be  administered  by a Committee of two or more "outside  directors"  within the
meaning of Section 162(m) of the Code.

                     (iii)  Rule  16b-3  To  the  extent  desirable  to  qualify
transactions hereunder as exempt under Rule 16b-3, the transactions contemplated
hereunder  shall be structured to satisfy the  requirements  for exemption under
Rule 16b-3.

              (c) Powers of the Administrator.  Subject to the provisions of the
Plan and, in the case of a Committee, the specific duties delegated by the Board
to such  Committee,  and subject to the  approval of any  relevant  authorities,
including the approval, if required, of any stock exchange upon which the Common
Stock is listed, the Administrator shall have the authority in its discretion:

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                     (i) to determine the Fair Market Value of the Common Stock,
in accordance with Section 2(o) of the Plan;

                     (ii)  to  select  the  Consultants  and  Employees  to whom
Options and Stock Purchase Rights may from time to time be granted hereunder;

                     (iii) to determine  whether and to what extent  Options and
Stock Purchase Rights or any combination thereof are granted hereunder;

                     (iv) to  determine  the  number of Shares to be  covered by
each such award granted hereunder;

                     (v) to approve forms of agreement for use under the Plan;

                     (vi) to  determine  the terms and  conditions  of any award
granted hereunder;

                     (vii) to determine whether and under what  circumstances an
Option may be settled in cash under subsection 9(g) instead of Common Stock;

                     (viii) to reduce  the  exercise  price of any Option to the
then  current  Fair Market  Value if the Fair Market  Value of the Common  Stock
covered by such Option has declined since the date the Option was granted;

                     (ix) to prescribe,  amend and rescind rules and regulations
relating to the Plan;

                     (x)  to  provide  for  conditions  and  assurances   deemed
necessary or advisable to protect the interests of the Company;

                     (xi)  to  make  all  other   determinations   necessary  or
advisable for the  administration of the Plan, to the extent not contrary to the
explicit provisions of the Plan; and

                     (xii) to  construe  and  interpret  the  terms of the Plan,
awards  granted  pursuant to the Plan and option,  stock  purchase,  exercise or
other agreements entered into pursuant to the Plan.


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              (d)   Effect   of   Administrator's   Decision.   All   decisions,
determinations  and  interpretations  of the  Administrator  shall be final  and
binding on all Optionees and any other holders of any Options or Stock  Purchase
Rights.

              (e) Uniformity of Administrator's  Decision.  The  Administrator's
decisions and determinations  under the Plan need not be uniform and may be made
selectively  among  Optionees  whether  or  not  such  Optionees  are  similarly
situated.

              (f) Delegation of  Administrator's  Authority.  The  Administrator
may,  in its  discretion,  delegate  to  others  responsibilities  to  assist in
administering the Plan.

         5. Eligibility.

              (a)  Nonstatutory  Stock Options and Stock Purchase  Rights may be
granted to Employees  and  Consultants.  Incentive  Stock Options may be granted
only to Employees.  An Employee or Consultant  who has been granted an Option or
Stock Purchase Right may, if otherwise  eligible,  be granted additional Options
or Stock Purchase Rights.

              (b)  Each  Option  shall  be  designated  in  the  written  option
agreement  entered into pursuant to Section 17 hereof  ("Option  Agreement")  as
either an  Incentive  Stock  Option or a  Nonstatutory  Stock  Option.  However,
notwithstanding  such designation,  to the extent that the aggregate Fair Market
Value  of  the  Shares  with  respect  to  which  Incentive  Stock  Options  are
exercisable  for the first time by the Optionee  during any calendar year (under
all plans of the Company and any Parent or Subsidiary)  exceeds  $100,000,  such
Options shall be treated as  Nonstatutory  Stock  Options.  For purposes of this
Section 5(b),  Incentive  Stock Options shall be taken into account in the order
in which  they  were  granted.  The Fair  Market  Value of the  Shares  shall be
determined as of the time the Option with respect to such Shares is granted.

              (c) Neither the Plan nor any Option or Stock  Purchase Right shall
confer upon any Optionee any right with  respect to  continuation  of his or her
employment or consulting  relationship with the Company,  nor shall it interfere
in any way with his or her right or the Company's  right to terminate his or her
employment or consulting relationship at any time, with or without cause.

         6. Term of Plan.  The Plan shall become  effective  upon the earlier to
occur of its  adoption by the Board or its approval by the  shareholders  of the
Company, as described in Section 18 of the Plan. It shall continue in effect for
a term of ten (10)  years  beginning  on the  date of  adoption,  unless  sooner
terminated under Section 14 of the Plan.

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         7. Term of Option.  The term of each Option shall be the term stated in
the Option Agreement; provided, however, that the term shall be no more than ten
(10) years from the date of grant  thereof.  In the case of an  Incentive  Stock
Option granted to an Optionee who, at the time the Option is granted, owns stock
representing  more than ten percent  (10%) of the voting power of all classes of
stock of the Company or any Parent or  Subsidiary,  the term of the Option shall
be five (5) years from the date of grant  thereof or such shorter term as may be
provided in the Option Agreement.

         8. Option Exercise Price and Consideration.

              (a) The per share  exercise price for the Shares to be issued upon
exercise of an Option shall be such price as is determined by the Administrator,
but shall be subject to the following:

                     (i) In the case of an Incentive Stock Option

                         (A) granted to an Employee who, at the time of grant of
such Option,  owns stock  representing  more than ten percent (10%) of the total
voting power of all classes of stock of the Company or any Parent or Subsidiary,
the per Share exercise price shall be no less than 110% of the Fair Market Value
per Share on the date of grant.

                         (B)  granted  to any  other  Employee,  the  per  Share
exercise  price shall be no less than 100% of the Fair Market Value per Share on
the date of grant.

                     (ii) In the case of a Nonstatutory  Stock Option granted to
any person,  the per Share exercise price shall be no less than 100% of the Fair
Market Value per Share on the date of grant.

              (b) The  consideration to be paid for the Shares to be issued upon
exercise of an Option,  including the method of payment,  shall be determined by
the  Administrator  (and,  in the case of an Incentive  Stock  Option,  shall be
determined at the time of grant).  Such  consideration  may consist of (1) cash,
(2) check, (3) Qualified Note, (4) Matured Shares which have a Fair Market Value
on the date of surrender equal to the aggregate  exercise price of the Shares as
to which such Option shall be  exercised,  (5)  delivery of a properly  executed
exercise notice together with such other  documentation as the Administrator and
a broker,  if applicable,  shall require to effect an exercise of the Option and
delivery  to the  Company  of the  sale or  loan  proceeds  required  to pay the
exercise price, or (6) any combination of the foregoing  methods of payment.  In

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making  its  determination  as to the  type  of  consideration  to  accept,  the
Administrator  shall  consider  if  acceptance  of  such  consideration  may  be
reasonably expected to benefit the Company.

         9. Exercise of Option.

              (a) Procedure for Exercise;  Rights as a  Shareholder.  Any Option
granted  hereunder  shall be exercisable at such times and under such conditions
as determined by the Administrator,  including performance criteria with respect
to the Company and/or the Optionee, and as shall be  permissible under the terms
of the Plan.

                     An Option may not be exercised for a fraction of a Share.

                     An  Option  shall be deemed to be  exercised  when  written
notice of such  exercise  has been given to the Company in  accordance  with the
terms of the  Option by the  person  entitled  to  exercise  the Option and full
payment for the Shares with  respect to which the Option is  exercised  has been
received by the Company.  Full payment may, as authorized by the  Administrator,
consist of any  consideration and method of payment allowable under Section 8(b)
hereof.  Until the issuance (as evidenced by the appropriate  entry on the books
of the Company or of a duly  authorized  transfer  agent of the  Company) of the
stock certificate evidencing such Shares, no right to vote, receive dividends or
any other  rights as a  shareholder  shall  exist with  respect to the  Optioned
Stock,  notwithstanding  the exercise of the Option. The Company shall issue (or
cause to be issued) such stock certificate promptly upon exercise of the Option.
No  adjustment  shall be made for a dividend or other right for which the record
date is prior to the date the stock certificate is issued, except as provided in
Section 12 hereof.

                     Exercise  of an  Option  in any  manner  shall  result in a
decrease in the number of Shares which  thereafter  may be  available,  both for
purposes of the Plan and for sale under the  Option,  by the number of Shares as
to which the Option is exercised.

              (b) Termination of Employment or Consulting  Relationship.  In the
event of  termination  (other  than for  Cause,  as a result of  disability,  as
defined in subsection 9(c) below, or death) of an Optionee's  Continuous  Status
as an Employee or Consultant  (but not in the event of an  Optionee's  change of
status from Employee to Consultant (in which case an Employee's  Incentive Stock
Option shall  automatically  convert to a Nonstatutory  Stock Option on the date
three (3) months and one day following such change of status) or from Consultant
to  Employee),  such  Optionee  may,  but only  within such period of time as is
determined  by the  Administrator,  of at least  thirty  (30)  days,  with  such
determination  in the case of an Incentive  Stock Option not exceeding three (3)
months  after  the  date of such  termination  (but in no event  later  than the
expiration  date  of the  term  of  such  Option  as  set  forth  in the  Option
Agreement),  exercise  his or her Option to the  extent  that the  Optionee  was
entitled to exercise it at the date of such termination.  To the extent that the
Optionee  was  not  entitled  to  exercise  the  Option  at  the  date  of  such

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termination,  or if the Optionee  does not exercise such Option to the extent so
entitled within the time specified herein,  the Option shall terminate,  and the
Shares covered by such Option shall revert to the Plan.

              (c)  Disability  of Optionee.  In the event of  termination  of an
Optionee's  Continuous Status as an Employee or Consultant as a result of his or
her  disability,  the Optionee  may, but only within twelve (12) months from the
date of such  termination (and in no event later than the expiration date of the
term of such Option as set forth in the Option  Agreement),  exercise the Option
to the extent otherwise entitled to exercise it at the date of such termination.
If such  disability  is not a  "disability"  as such term is  defined in Section
22(e)(3) of the Code,  in the case of an Incentive  Stock Option such  Incentive
Stock  Option  shall  automatically  cease to be treated as an  Incentive  Stock
Option and shall be treated for tax purposes as a  Nonstatutory  Stock Option on
the day three months and one day following such termination.  To the extent that
the Optionee was not entitled to exercise the Option at the date of termination,
or if the  Optionee  does not  exercise  such  Option to the extent so  entitled
within the time specified  herein,  the Option shall  terminate,  and the Shares
covered by such Option shall revert to the Plan.

              (d) Death of  Optionee.  In the event of the death of an Optionee,
the Option may be exercised at any time within twelve (12) months  following the
date of death  (and in no event  later than the  expiration  date of the term of
such Option as set forth in the Option Agreement) by the Optionee's estate or by
a  person  who  acquired  the  right  to  exercise  the  Option  by  bequest  or
inheritance,  but only to the extent that the  Optionee was entitled to exercise
the Option on the date of death.  If, at the time of death, the Optionee was not
entitled  to  exercise  his or her  entire  Option,  the  Shares  covered by the
unexercisable  portion of the Option shall  immediately  revert to the Plan. If,
after the Optionee's  death, the Optionee's  estate or a person who acquires the
right to exercise  the Option by bequest or  inheritance  does not  exercise the
Option within the time specified  herein,  the Option shall  terminate,  and the
Shares covered by such Option shall revert to the Plan.

              (e) Termination  For Cause. In the event an Optionee's  Continuous
Status as an Employee or  Consultant is terminated  for Cause,  all  unexercised
Options shall automatically be canceled,  whether or not vested,  effective upon
such termination, without the necessity of any further action by the Company.

              (f) Rule  16b-3.  Options  granted to  persons  subject to Section
16(b) of the  Exchange  Act must comply with Rule 16b-3 and shall  contain  such

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additional  conditions or restrictions as may be required  thereunder to qualify
for the maximum  exemption  from  Section 16 of the Exchange Act with respect to
Plan transactions.

              (g) Buyout Provisions.  The Administrator may at any time offer to
buy out for a payment in cash or Shares, an Option previously granted,  based on
such terms and conditions as the  Administrator  shall establish and communicate
to the Optionee at the time that such offer is made.

         10.  Non-Transferability  of Options and Stock Purchase Rights. Options
and Stock  Purchase  Rights may not be sold,  pledged,  assigned,  hypothecated,
transferred,  or disposed of in any manner  other than by will or by the laws of
descent  and  distribution  and may be  exercised,  during the  lifetime  of the
Optionee, only by the Optionee.

         11. Stock Purchase Rights.

              (a) Rights to Purchase. Stock Purchase Rights may be issued either
alone,  in addition  to, or in tandem with other awards  granted  under the Plan
and/or cash awards made outside of the Plan.  The purchase  price for the Shares
subject to the grant shall be the fair Market Value of the Shares at the time of
grant.  After the  Administrator  determines  that it will offer Stock  Purchase
Rights  under the Plan,  it shall  advise  the  offeree in writing of the terms,
conditions and restrictions related to the offer, including the number of Shares
that such person  shall be entitled to purchase,  the price to be paid,  and the
time within  which such  person must accept such offer,  which shall in no event
exceed  sixty  (60) days from the date upon  which the  Administrator  makes the
determination  to grant the Stock Purchase Right. The offer shall be accepted by
execution of a Restricted Stock purchase agreement in the form determined by the
Administrator.  Shares purchased pursuant to the grant of a Stock Purchase Right
shall be referred to herein as "Restricted Stock."

              (b)  Repurchase  Option.   Unless  the  Administrator   determines
otherwise,  the Restricted  Stock purchase  agreement  shall grant the Company a
repurchase option  exercisable upon the voluntary or involuntary  termination of
the purchaser's  employment with the Company for any reason  (including death or
disability).   The  purchase  price  for  Shares  repurchased  pursuant  to  the
Restricted  Stock  purchase  agreement  shall be the original  price paid by the
purchaser and may be paid by cancellation  of any  indebtedness of the purchaser
to  the  Company.  The  repurchase  option  shall  lapse  at  such  rate  as the
Administrator may determine. The repurchase option must be exercised for cash or
cancellation of purchase money indebtedness for the Shares within 90 days of the
termination of service.

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              (c) Other  Provisions.  The Restricted  Stock  purchase  agreement
shall contain such other terms,  provisions and conditions not inconsistent with
the Plan as may be determined by the  Administrator in its sole  discretion.  In
addition, the provisions of Restricted Stock purchase agreements need not be the
same with respect to each purchaser.

              (d)  Rights as a  Shareholder.  Once the Stock  Purchase  Right is
exercised,  the purchaser shall have rights equivalent to those of a shareholder
and shall be a shareholder  when his or her purchase is entered upon the records
of the duly  authorized  transfer agent of the Company.  No adjustment  shall be
made for a dividend  or other  right for which the  record  date is prior to the
date the Stock Purchase Right is exercised,  except as provided in Section 12 of
the Plan.

         12. Adjustments Upon Certain Changes.

              (a) Changes in  Capitalization.  Subject to any required action by
the shareholders of the Company, the number of shares of Common Stock covered by
each  outstanding  Option or Stock Purchase  Right,  and the number of shares of
Common Stock which have been  authorized  for issuance  under the Plan but as to
which no Options or Stock  Purchase  Rights have yet been  granted or which have
been returned to the Plan upon  cancellation or expiration of an Option or Stock
Purchase  Right,  as well as the price per share of Common Stock covered by each
such  outstanding  Option  or Stock  Purchase  Right,  shall be  proportionately
adjusted for any  increase or decrease in the number of issued  shares of Common
Stock  resulting  from a stock  split,  reverse  stock  split,  stock  dividend,
recapitalization,  combination or  reclassification  of the Common Stock, or any
other  increase  or  decrease  in the  number of issued  shares of Common  Stock
effected  without receipt of consideration  by the Company;  provided,  however,
that conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration."  Such adjustment shall
be made by the  Board,  whose  determination  in that  respect  shall be  final,
binding  and  conclusive;  provided,  however,  that the Board  shall  make such
adjustment so that the adjustment shall not result in an accounting  consequence
under APB 25 and FASB  Interpretation  No.  44, as  amended,  or any  successors
thereto.  Except as  expressly  provided  herein,  no issuance by the Company of
shares of stock of any class, or securities  convertible into shares of stock of
any class,  shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common  Stock  subject to an Option
or Stock Purchase Right.

              (b)  Dissolution  or  Liquidation.  In the  event of the  proposed
dissolution or liquidation of the Company,  the Administrator  shall notify each
Optionee as soon as  practicable  prior to the  effective  date of such proposed
transaction.  The Administrator in its discretion may provide for an Optionee to
have the right to exercise  his or her Option  until ten (10) days prior to such
transaction as to all of the Optioned Stock covered thereby, including Shares as
to which the  Option  would not  otherwise  be  exercisable.  In  addition,  the

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Administrator  may provide that any Company  repurchase option applicable to any
Shares  purchased  upon exercise of an Option shall lapse as to all such Shares,
provided the proposed  dissolution or liquidation takes place at the time and in
the manner contemplated.  To the extent it has not been previously exercised, an
Option  or  Stock  Purchase  Right  shall  terminate  immediately  prior  to the
consummation of such proposed action.

              (c) Change in  Control,  Merger or Asset  Sale.  In the event more
than fifty  percent (50%) of the Company's  voting power is  transferred  in any
transaction or series of transactions, the Optionee shall fully vest in and have
the  right to  exercise  the  Option  or Stock  Purchase  Right as to all of the
Optioned Stock, including Shares as to which it would not otherwise be vested or
exercisable.  In the  event  of a merger  of the  Company  with or into  another
corporation, or the sale of substantially all of the assets of the Company, each
outstanding  Option and Stock  Purchase  Right shall be assumed or an equivalent
option  or  right  substituted  by the  successor  corporation  or a  Parent  or
Subsidiary  of the  successor  corporation.  In the  event  that  the  successor
corporation  refuses to assume or  substitute  for the Option or Stock  Purchase
Right,  the  Optionee  shall  fully vest in and have the right to  exercise  the
Option or Stock Purchase Right as to all of the Optioned Stock, including Shares
as to which it would not otherwise be vested or exercisable. Notwithstanding the
foregoing,  no such acceleration of vesting or exercisability shall occur to the
extent  that such  acceleration  would,  after  taking  into  account  any other
payments in the nature of  compensation to which the Optionee would have a right
to receive from the Company and any other person  contingent upon the occurrence
of such merger or sale,  result in a  "parachute  payment" as defined in Section
280G(b)(2)  of the Code.  If an Option or Stock  Purchase  Right  becomes  fully
vested and  exercisable in lieu of assumption or  substitution in the event of a
merger or sale of assets,  the Administrator  shall notify the Optionee that the
Option  or Stock  Purchase  Right  shall be fully  exercisable  for a period  of
fifteen (15) days from the date of such notice, and the Option or Stock Purchase
Right shall  terminate upon the  expiration of such period.  For the purposes of
this paragraph,  the Option or Stock Purchase Right shall be considered  assumed
if,  following  the merger or sale of assets,  the option or right  confers  the
right to purchase or receive,  for each Share of Optioned  Stock  subject to the
Option  or Stock  Purchase  Right  immediately  prior to the  merger  or sale of
assets, the consideration (whether stock, cash, or other securities or property)
received  in the merger or sale of assets by  holders  of Common  Stock for each
Share held on the effective date of the transaction (and if holders were offered
a choice of consideration,  the type of consideration chosen by the holders of a
majority  of  the  outstanding  Shares);   provided,   however,   that  if  such
consideration  received  in the merger or sale of assets  was not solely  common

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stock of the successor  corporation or its Parent,  the Administrator  may, with
the consent of the successor  corporation,  provide for the  consideration to be
received upon the exercise of the Option or Stock Purchase Right, for each Share
of Optioned  Stock subject to the Option or Stock Purchase  Right,  to be solely
common  stock of the  successor  corporation  or its Parent equal in fair market
value to the per share consideration  received by holders of Common Stock in the
merger  or sale of  assets;  provided,  however,  that the  Administrator  shall
satisfy the requirements of Code ss. 424(h)(3).

         13. Time of Granting  Options and Stock  Purchase  Rights.  The date of
grant of an Option or Stock Purchase Right shall, for all purposes,  be the date
on which the Administrator makes the determination granting such Option or Stock
Purchase Right, or such other date as is determined by the Administrator. Notice
of the  determination  shall be given to each  Employee or Consultant to whom an
Option or Stock Purchase Right is so granted within a reasonable  time after the
date of such grant.

         14. Amendment and Termination of the Plan.

              (a)  Amendment and  Termination.  The Board may at any time amend,
alter, suspend or discontinue the Plan, but no amendment, alteration, suspension
or  discontinuation  shall be made which would impair the rights of any Optionee
under any grant theretofore made,  without his or her consent.  In addition,  to
the extent  necessary and desirable to comply with Rule 16b-3 under the Exchange
Act or with Section 422 of the Code (or any other  applicable law or regulation,
including the requirements of the NASD or an established  stock  exchange),  the
Company shall obtain shareholder approval of any Plan amendment in such a manner
and to such a degree as required.  Notwithstanding the foregoing, the consent of
the  Optionee or holder of a Stock  Purchase  Right  shall not be required  with
respect to any  amendment  or  alteration  made by the Board to comply  with any
Applicable Laws, NASD or stock exchange rule, or intended accounting treatment.

              (b) Effect of  Amendment  or  Termination.  Except as  provided in
Section 14(a) above,  any such  amendment or  termination  of the Plan shall not
affect Options or Stock Purchase  Rights already  granted,  and such Options and
Stock Purchase  Rights shall remain in full force and effect as if this Plan had
not been amended or terminated,  unless  mutually agreed  otherwise  between the
Optionee and the Administrator, which agreement must be in writing and signed by
the Optionee and the Company.

         15.  Conditions  Upon  Issuance of Shares.  Shares  shall not be issued
pursuant  to the  exercise  of an  Option or Stock  Purchase  Right  unless  the
exercise of such Option or Stock Purchase Right and the issuance and delivery of
such Shares pursuant  thereto shall comply with all relevant  provisions of law,

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including,  without  limitation,  the  Securities  Act of 1933, as amended,  the
Exchange  Act,  the  rules  and  regulations  promulgated  thereunder,  and  the
requirements of any stock exchange upon which the Shares may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance.

              As a  condition  to the  exercise  of an Option or Stock  Purchase
Right,  the  Company  may  require  the person  exercising  such Option or Stock
Purchase  Right to represent  and warrant at the time of any such  exercise that
the Shares are being  purchased  only for  investment  and  without  any present
intention  to sell or  distribute  such Shares if, in the opinion of counsel for
the  Company,  such a  representation  is required by any of the  aforementioned
relevant provisions of law.

         16. Reservation of Shares.  The Company,  during the term of this Plan,
shall at all times reserve and keep  available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

              The  inability  of  the  Company  to  obtain  authority  from  any
regulatory body having jurisdiction,  which authority is deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue or
sell  such  Shares  as to which  such  requisite  authority  shall not have been
obtained.

         17. Agreements. Options and Stock Purchase Rights shall be evidenced by
written agreements in such form as the Administrator  shall approve from time to
time.  The  Administrator  may at any  time  amend  any such  agreement,  but no
amendment  shall be made which would impair the rights of any Optionee under the
grant theretofore made, without his or her consent.

         18. Shareholder  Approval.  Continuance of the Plan shall be subject to
approval by the  shareholders of the Company within twelve (12) months before or
after the date the Plan is adopted.  Such shareholder approval shall be obtained
in the degree and manner  required  under  Applicable  Laws and the rules of any
stock exchange upon which the Common Stock is listed.

         19. Information to Optionees and Purchasers.  The Company shall provide
to each  Optionee and to each  individual  who acquires  Shares  pursuant to the
Plan,  not less  frequently  than  annually  during the period such  Optionee or
purchaser has one or more Options or Stock Purchase Rights outstanding,  and, in
the case of an individual who acquires Shares  pursuant to the Plan,  during the
period such individual owns such Shares,  copies of annual financial statements.

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The Company  shall not be required to provide such  statements  to key employees
whose duties in  connection  with the Company  assure their access to equivalent
information.

         20. Withholding.

              (a) Withholding Requirements.  The Company's obligations under the
Plan shall be subject to the satisfaction of all applicable  federal,  state and
local income and employment tax withholding  requirements.  Such federal,  state
and local income and employment  taxes imposing  withholding  obligations on the
company shall be referred to as "Taxes."

              (b)  Using  Shares.  The  Administrator  may,  in its  discretion,
provide any or all holders of Options or Stock  Purchase  Rights  under the plan
with  the  right  to use  Shares  in  satisfaction  of all or part of the  taxes
incurred by such holders in  connection  with the exercise of their rights under
the Plan; provided,  however,  that this form of payment shall be limited to the
withholding  amount calculated using the minimum statutory rates. Such right may
be provided to any holder in either or both of the following formats:

                     (i) Stock  Withholding.  The  election  to have the Company
withhold, from the Shares otherwise issuable upon the exercise of such rights, a
portion of the Shares with an  aggregate  Fair  Market  Value equal to the Taxes
calculated using minimum statutory rates.

                     (ii)  Stock  Delivery.  The  election  to  deliver  to  the
Company,  at the time  the  Option  is  exercised  or the  Taxes  are  otherwise
triggered,  Shares previously  acquired by such holder (other than in connection
with the Option exercise or other event triggering the Taxes) with a Fair Market
Value equal to the Taxes calculated using the minimum statutory rates.

         21. Governing Law. This Plan, and the agreements  entered into pursuant
to this Plan,  shall be governed by and construed in accordance with the laws of
the State of Utah excluding that body of law pertaining to conflicts of law.


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